Season 3, Episode 1: Lost
by Tr3adst0ne
Summary: S.H.I.E.L.D. asks for Peter's aid to assist in the capture of the stray alien symbiote once bonded to Eddie Brock. He just won't know how much of a steep price he will pay to keep his friends and loved ones safe.
1. Prologue

**Spectacular Spider-Man, Season 3  
Episode 1: Lost  
By Tr3adst0ne**

**Synopsis: SHIELD asks for Peter's aid to assist in the capture of the stray alien symbiote once bonded to Eddie Brock. He just won't know how much of a steep price he will pay to keep his friends and loved ones safe. **

**Disclaimer: I do not own this iteration of Spider-Man, as it is the property of Marvel and Greg Weisman.**

**Author's Note: The Nick Fury in this story is the one from X-Men: Evolution, post-Season Four. **

* * *

**Prologue – Freedom **

In the sewers beneath New York City's streets, a pocket of black slime slithered from beneath the grimy waters as they flowed through the tunnels. Not of this Earth, it possessed a hunger that drove it to control others; a desire in which it needed to bind itself to an indigenous host so that it could survive. Through its merging with Peter Parker and Eddie Brock, it has learned to adapt accordingly.

Damaged by the gene-cleanser meant to remove it, the symbiote sought to hide and bide its time until a temporary host could be found. It trudged through the sewers for weeks at a time, wandering aimlessly through the darkness. It was through its resilience that it endured underground.

But it couldn't stay that way for long. It still needed a victim in which to feed upon. Through its 'vision', it saw two humans who were near a barrel of fire, keeping in mind to stay away from the heat. It needed an opportunity to take one of them.

Both men began fighting each other as they argued. The symbiote continued to watch with interest. Its wants steadily grew as it realized a conflict was about to erupt.

"I found this first!"

"No, I did!"

"If you want it, you're going to have to take it from me!"

_Yes_… _food_… it thought hungrily.

One of them threw a punch straight into the other's midsection. The other man dropped into a ball on the ground as he clutched his stomach. While the dust appeared to have settled, there was still tension in the air. The man who threw the last punch was a heavyset fellow, intent on keeping his prize. He stood victorious and consumed his piece like a rabid animal.

His peace was short-lived, however. The one who was knocked down recovered himself quickly. Small but determined he showed no intent of backing down. The beggars continued to fight with each other over the scrap of food in which they were sharing. Their bodies crashed into the water as the conflict escalated. The symbiote sensed the negative emotions that dwelled between the two and eventually made its choice.

_Doesn't look that tasty, but he'll do just fine._

While it waited, the bigger man laughed at the feeble attempts of his opponent, shrugging the hits off his body as though they were merely poked. He used a free hand and drowned his rival until he stopped moving. Soon after the symbiote crept and consumed the man entirely from head to toe, covering his person within its essence.

As it bathed him in its slimy tendrils, the bigger man yelled frantically as he tried to escape from the creature's grasp. It would continue to take over his mind and subdue him until he was brought under its control. Eventually his resistance broke down and the symbiote metamorphosed into a black trench coat around the man. No traces of the man's personality remained; he was now its slave and ready to execute its will.

_Soon, Brock… Soon we will be whole again!_


	2. Chapter 1

**Author's Note: Greetings, folks. Thought I'd take the story a step further with this chapter and see what you think of it. I decided to not include a synopsis here so the story reads naturally just as a novel would. So read and enjoy to your heart's content. =] **

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**Chapter 1 – A Chance Meeting **

_It's been rough breaking up with Liz. She's still reeling back from what happened during lunch that day. I expect her usual crowd to treat me the same _before_ I started dating her. _

_Now Gwen's dating Harry and I'm still on the deep end in school life even though I'm doing great grade-wise. Even though he knows that his father's the Green Goblin, he blames Spider-Man for his death. _

_Captain Stacy mentioned a while back that after I helped bring down the Big Three, I created a power vacuum. All of the major players Doc Ock, Silvermane, Gobby and Tombstone are out of commission. That leaves open a lot of possibilities for others to take their place. And they may be much worse than them. _

_As if my life couldn't get any worse…_

Distraught, Peter web-lined across New York City in his guise as Spider-Man. Broad daylight provided more than enough illumination to wherever he needed to glide across. The people below remained oblivious to his presence as he zipped from one spot to another with ease.

* * *

While Spider-Man remained preoccupied in getting to school, there were others who kept their eyes on him. Not too far away, these individuals watched in rotary aircraft and rooftops positioned in strategic locations across the city as their quarry moved at best speed towards his intended location.

Director Nick Fury, formerly a colonel in the agency known as S.H.I.E.L.D., remained seated in the front compartment of the stealth helicopter hovering past the Daily Bugle tower. Throughout his career he has seen a few crises, most recently the one involving an ancient mutant known as Apocalypse. Through his manipulation of certain key mutants, he nearly transformed the entire human population into mutants themselves.

That event happened nearly a year ago. While the threat of Apocalypse and his forces remained negligible at best, there were local matters of interest he intended to turn his attention to. Reports of domestic occurrences involving theft of special technology and acts of terrorism were bumped up his priorities list. Since they occurred in New York City, Fury intended to take the initiative and put a stop to these acts by any means necessary.

He took a toothpick and let it droop from the edge of his lips while communications continued between the agents under his control.

"Command, this is Unit Gamma, target sighted moving eastbound," a helicopter pilot radioed in.

"This is Unit Echo - we have clear shots at him. Are we cleared to engage, Command?"

Fury clasped his hands underneath his chin and closed his eye in deep thought. It was at that point that he made his decision.

"All teams, this is Command: you are cleared to engage. Let's test him to see how really good he is."

* * *

Peter continued to zip his way across. He had five minutes left before he'd be late for school. He panicked the morning he woke when he saw that it was past 6:45 in the morning; his body tired from the previous night's crimefighting stint against a few petty thieves. His thoughts became interrupted the moment he ascended another web line, his precognition kicked into full gear.

_What the? Spider-sense is tingling!_

BOOM!

"Whoa!"

A sniper bullet snapped his web-line before he could react. All he had left in his hand was a partial strand as he began a deadly descent into the ground. The only thing between him and the streets below was four hundred feet of space.

_Crud, I'd better do something or this spider will go splat_.

With an outstretched arm he fired another web strand from his wrist and swung his body upward, using his momentum to recover. He curled himself into a somersault before falling back down. His feet paved the way as he landed gracefully atop a small condominium. Just as he broke his fall landing on his hands and feet, he heard several clicks of semi-automatic weapons aimed his way.

"Hold it right there, Spider-Man," a uniformed man commanded. There were five of them, all armed with assault rifles. Each of the military-looking operatives donned Kevlar vests and tactical armor similar to the ones used by the police. The young hero didn't consider them as such due to their apparent hostility towards him.

Peter took a defensive posture and aimed his webshooters at two of his enemies with a smile. "Thanks, but I think I'll pass."

The webslinger dispatched all five of his opponents by simultaneously firing dual web lines, snatching two of the hostiles' weapons and swinging them in a circular motion against their helmets. The force of the impact sent the men reeling backwards into the ground.

His ears caught the sound of a helicopter whirring in the distance. A door slid open and deployed six more of the unknown operatives, all of them attempting to surround Parker. All of them brought their assault rifles to bear in his direction.

"How many of you guys are there?" Peter exclaimed in slight irritation. He figured he must be at least five minutes late.

"Stay where you are and keep your hands up where we can see 'em!" the leading agent demanded.

"Sorry, but Spider-Man is not the kind of guy that likes to sit still with guns pointed at his head."

Then Peter leaped with speed and grace, attempting to take down his opponents as quickly as possible. He fired his webshooters and blinded two of the six while the other four took aim and fired. He dodged the bullets and made a run to open ground where he could whisk away. One man peeled off from the main group and attempted to match Peter's speed. Spider-Man of course was faster, but the unknown trying to catch up was gradually gaining on him.

The operative took aim and shot Parker by the right arm.

"Ow!" he yelped, feeling the bullet cut through his skin.

"We ain't gonna repeat ourselves. Hands up in the air NOW!"

_These guys are good. Need to find a place where I can even the odds_.

Peter never stopped running for an instant. Working his legs like a track star, he dodged several bullets chipping through the roofs as he leapt towards another condominium. He felt a small tingle of blood drip from his arm and coating his fingers. The wall crawler dispensed a small amount of webbing around his forearm in which to contain the wound.

"You got nowhere left to go. Don't move and I can guarantee you won't get hurt," the armed agent warned.

"Hate to disappoint you but your words don't mean much after what just happened," Peter countered sharply. Not willing to back down, he simply continued to elude the people bent on pursuing him. He anticipated the group to try something drastic in order to stop him in his tracks.

Soon after, Peter spotted a fist flying in his direction before he dodged it, before one other person landed a kick into his side.

"Ooof!"

"We found him."

_Okay, these guys are _really_ good_… the superhero thought to himself. Using his elbows to sustain his body, his Spider-sense warned him of an incoming kick. He spun and recovered back on his feet, thankful that he didn't receive a blow to the ribs or else he would've hurt a _lot_ more. Four men with expandable batons wielded them in a menacing manner, trying to push him into a corner to prevent him from slipping out of their grasp again.

Instead, he fought back. He saw a wastebasket out of the corner of his eye and pulled it towards him with his webbing, landing it over a head of one of the agents before he jumped and spin-kicked the operative out of commission. Another stepped up and swung his baton until Peter snapped out a fist that connected with his enemy's chest, sending him flying into one of his compatriots.

_One to go_…

The remaining agent kept his distance, trying to keep his red-blue foe from closing the gap. Peter kept on the offensive and eyed his enemy's movements. Instead of fighting head-on, he webbed the operative's legs and tripped him onto the ground. The agent was effectively knocked out before more armed men arrived, lasers dotted over the top of his costume.

Before Peter could fight any more, a second helicopter moved into position to block his escape route. Since he sensed no danger, he waited only to find a door opening from the left side of the aircraft. A fairly built male emerged from within, donning a headset over his head. His presence radiated of authority, which led the young hero to conclude that this man was the one in charge of the people who attacked him.

"Alright, that's enough. All agents stand down and return to your stations. I'm going to talk to him personally."

Peter kept a defensive posture against the new arrival. The man wore a black leather jacket with a circular hawk emblem on his left sleeve, identical to the ones the other men wore. An eye patch covered the left side of the leader's face; his gray hair was military standard. The web slinger figured that his 'host' wasn't coming to him for idle chat, but then again he could be wrong.

"Greetings, Peter."

Spider-Man arched one of his eye slits, alarmed that someone knew his identity. "How do you know my name? Who are you?"

"My name's Nick Fury. I'm the director of S.H.I.E.L.D."

"Sounds like you work for the government."

"I do, kid."

"Well obviously you didn't come out here to invite me for a picnic," the webslinger shot with a hint of sarcasm. "Why did your guys attack me?"

"I apologize for the actions of my men, but I needed to test you."

"_Test_ me?" Peter heaved, placing his hands towards his chest. "Your guys just tried to fillet me and smash my face in a minute ago!"

"To see how well you handle stress under pressure. And again, I apologize. Let me get right to the point: we're here to offer you a job."

Through his mask, both of Peter's eye slits grew wide at the director's declaration. "Wait, a job? Why me?"

"Let's just say we have a vested interest in the comings and goings of New York City. Since there have been a lot of domestic occurrences involving supervillians, you just happen to be one of the first _and_ last line of defense."

"Aren't you going to count the police?"

"You mean the guys led by your pal George Stacy? Sorry kid, as much as I'd like to respect the good captain, his precinct doesn't mount to squat when it comes to putting up resistance against people like them."

Peter narrowed his visage. "Well, I'm not interested in being a flunky, especially a government one. I had a bad experience working for strange people. You just happen to fit the bill," he answered, pointing a finger in his direction.

The S.H.I.E.L.D. director crossed his arms while bringing the facts to bear. "You're referring to L. Thompson Lincoln, also known as Tombstone, also known as the so-called 'Big Man'. You came into contact with an alien symbiote and under its influence, temporarily worked under his employ. But eventually you managed to break free of the creature's control."

"Obviously you already know so much about the symbiote, shouldn't it be you guys on the case? I mean, clearly you have the manpower and resources to find a black goo that likes to slither around."

"But you experienced contact with an alien life form first-hand. You would know what its thinking processes are. Surely you must have some kind of unique mental connection that allows you to know what it is."

"I hate to break it to you, Director, but it doesn't work like that. _And _I'm not exactly a telepath," Peter answered frankly with his hands raised in front of him.

"Do you remember your last encounter with your old friend Eddie Brock back at M3?"

It took a moment before Peter recalled his last fight with Venom. The encounter never escaped his mind since it right at Midtown Manhattan High, the last place he expected to fight Eddie. The brawl itself was something of a close call; so close to the point that a lot of people got hurt, which was more than enough to scare him out of his wits. His identity was close to being revealed to the public prior to the big fight, which would've prompted every supervillain that he put away to hunt for him for the rest of his life.

"I never forgot about it."

"That thing is still on the loose. It has already taken several victims ever since it escaped, but it never sticks to one for long. It simply takes over, and when another suitable host is found it jumps to the next one."

"You'll have to find someone else to do your dirty work. I have to get to class," Peter answered. The ex-colonel opted to try another card, something that the boy couldn't refuse.

"You know, it'd be a shame to watch innocent people get hurt by it, Peter. We know everything about you; your family, your friends, your enemies, _everything_. Are you sure you wanna risk that thing out in the open where it has free reign throughout the city? You sure you want to risk some other psychopath who is capable of using it or turning into Venom to attack those closest to you?"

That statement made Peter freeze in place. He recalled the experience of being bonded with the symbiote. Yes, it granted him power, but also tainted the very essence of his being. But worst yet, _it_ remembered the emotions that he kept hidden for so very long. There was a lot of pent up rage that Peter held inside. The same rage that helped sustain it and nearly bend him to its will. He grew especially uncomfortable at the notion of Gwen getting hurt or kidnapped again, and he didn't want that to happen.

"That girl that you grew up with, Gwen Stacy. You still care about her right?"

"What's it to you?" Peter frowned slightly.

Fury fiddled with his toothpick and remained firm. "Not much, it's a little something called national security. S.H.I.E.L.D.'s trying to keep the peace, and the symbiote's presence is a threat to that peace. Now that we know its capabilities, we intend to neutralize it by any means necessary. But since it remains unaccounted for, we need to locate and capture the creature before it attacks the rest of the city's population."

After Fury's statement, Peter simply nodded. Memories of the symbiote remained fresh in his mind. He recalled the fact of how it twisted him inside, pushing him into embracing the darker aspects of his nature and nearly killing Doctor Octopus when he first fought the Sinister Six. Then he remembered Uncle Ben, and was thankful that his memory is what brought Peter to return his true self.

The red-blue vigilante shot the director an incredulous look. "Couldn't you have done something about it _before_ it bonded with me and Brock?"

"I had other matters to tend to at the time," Fury answered truthfully. "We've been attempting to track the symbiote with no success. And just recently, we received intelligence reports that the terrorist group called HYDRA wishes to capture it and weaponize it for their own purposes. They specialize in illegal genetic experiments and weapons development specifically aimed for the black market. The way I see, they're definitely your kind of crowd."

"So how exactly do I play into all of this?"

"You're contributing to public safety. We want _you_ to capture it and put it on ice before HYDRA gets their hands on it."

"What if I don't?"

"If you don't…" the former colonel began. "Then you'll be dealing with an army of Venoms, plain and simple."

The young boy behind the mask gave a skeptical expression. Fury compared the lad's outlook towards him to that of the X-Man Wolverine. The director recalled the latter being far more distrusting, due to S.H.I.E.L.D.'s manipulative nature in getting others to do their dirty work. In retrospect, he never cared what other people thought of him, only the results mattered. And the way he saw things, Spider-Man was the best chance the agency's got at capturing the alien. He needed to secure the boy's trust quickly in order to get this one task done.

"Look, I can understand you have no reason to trust me. If I was in your position, I would think the exact same thing. All we're asking for is your help," the director said. He walked close and offered Peter a small metallic device. The costumed hero took a moment to study it.

"You can use that if you feel like talking to us. We'll be around."

Fury climbed aboard his helicopter as it lifted from the rooftop where Peter stood, the whirring of the aircraft's gradually fading away as it flew in the distance. The latter stared blankly at the instrument, somewhat unsure of what to make of the situation.

Peter pocketed the device inside his utility belt and stared at the watch on his cell phone, groaning audibly in disappointment. He was fifteen minutes late, and he needed to get to school fast since there was no telling how much trouble he was in. He leaped from the roof and started web slinging, looking forward to another unlucky day at M3…


	3. Chapter 2

**Author's Note: So far so good. Thank you all for reading, and here lies the next chapter of the first episode. **

**Chapter 2 – Open Wounds **

Spider-Man looked at the clock on his cell phone. His eye slits widened in alarm.  
Then he heard the bell rang from the school. He treated them like they were bad omens. The morning's encounter with the S.H.I.E.L.D. agents slowed him down significantly, and he knew that he was going to pay…

…by staying in school during detention.

"Ugh, great! Just great!" he exclaimed in an irate tone, checking his watch every five minutes. _Thank you for taking up my time, Fury..._

His eyes swept across the lawn outside of the school, searching for a place to hide so he could change quickly. Spotting thick layers of bushes on the east side of the building, Spider-Man landed behind them and unmasked himself quickly before changing back into the guise of Peter Parker: normal high school student. He never wanted to run the risk of exposing himself outside the school, but time was of the essence.

After he changed out of costume, Peter shoved it inside his satchel while adjusting his long-sleeve shirt and khaki pants. He rushed through an adjacent entrance and made his way onto the second floor through the stairs. The young teen used his momentum to get himself up as fast as possible. He widened his strides in order to reach the class, the halls echoing with each step.

As soon as he made his way through first period history class, he slammed the door open. Everyone was caught by surprise and gave him strange looks as he gasped heavily for air. He sweated slightly beneath his clothes, looking around the class for any signs of the teacher, of which there was none (until he spotted an attractive woman that was in the middle of the room giving handouts to the students).

Flash Thompson snickered at his favorite victim's sudden barge through the space. Being the star football player of M3, he has the fortune of being a thorn on Peter's side. In another part of the room, Randy Robertson remained his usual self: calm but observing. His view caught sight of the first two front rows where his best friends Harry and Gwen sat, who Peter knew were still dating each other.

"Peter Parker, I presume?" called the woman in the middle of the room.

"You're not the teacher," he observed.

"No, I'm the substitute teacher. Felicia Hardesty."

Peter exhaled in a sigh of relief. He considered himself lucky since the usual teacher wasn't present in the classroom. If there was one thing he liked, it was a substitute in place of the regular instructor (who Peter affectionately nicknamed Mr. Grim for his uninspiring personality and grim temperament). And she was an attractive one at that, with flowing blonde hair and emerald eyes to match.

_Wow, she's hot_.

"Mr. Parker?" she said.

"Oh, I'm sorry!" the boy genius exclaimed nervously.

Felicia shot him a giggle that put him at ease. "It's okay. You're still late, but I'm going to cut you some slack today. Have a seat, Mr. Parker."

Peter waved to the young woman as he took his chair next to Gwen and Harry. Just as he sat, his right elwow suddenly crashed into Osborn's desk, sending a slight wave of pain through his arm. He clutched onto it gently, trying to prevent the blood wound he received earlier from staining his shirt.

"Owowowowow…"

"Um, are you okay Peter?" Harry asked. Despite their past misgivings, the heir of OsCorp and Norman Osborn could turn to the Bugle's star photographer every now and then for bits and pieces of advice on Gwen. Though gradually he learned to take care of matters on his own, since he would soon take the reins of the corporation once he was of age. Since he was still in high school, much of the decision-making process when it came to company matters were left in the hands of the board of directors.

"Peter?" he repeated, thinking that the young genius zoned out for a moment.

"Yeah, Harry. I'm fine."

"Is something wrong with your arm?" Gwen interjected.

"Got bruised during my jog this morning," Peter explained curtly, trying to slow down his breathing and ease himself into his chair.

Harry shot an eyebrow up in slight disbelief. "You got bruised while _jogging_?"

"Yeah, I did," Peter lied. _Thank goodness it was only light bleeding, or else everybody would notice._

"Right," the young Osborn said. Gwen gave Peter a worried look, who simply kept his silence while class went on. The young photographer treated the situation as though everything was normal.

Later that morning at 10:13, Peter had a heck of a time during third period gym class while playing dodge ball and avoiding getting to hit with a fervor unseen by the other students. People watched with keen interest at his unusual agility, and he kept in mind to be careful in not exaggerating his movements lest people actually come to the conclusion that he _is_ Spider-Man. He especially wanted to keep that fact away from Harry since the latter considered the wall crawler responsible for his father's death.

He took a quick shower and changed to a spare set of clothes that he took from his satchel quickly, darting his way out of the locker room. There was one person that surfaced in his mind (aside from the substitute teacher) that he wanted to talk to. Prior to the last fight with the Green Goblin, Peter broke off his relationship with Latina beauty Liz Allan. And as he anticipated, it didn't go very well. He wanted to talk to her and repair whatever was left of their friendship.

His eyes swept across the distance through the hallways where the lockers for juniors were arrayed. Peter spotted Liz alongside a few other members of her cheerleading squad. They were conversing momentarily before he came across their way. Sally Avril, a one-time love interest of Peter's, sported a hostile look on her face as he approached the group. He never really understood why she disliked him so much, even though he never really did anything to her except ask her out on a date. Despite the odds stacked against him, he mustered all the courage he could gather so he could talk with Liz.

"She doesn't want to talk to you, Parker," Sally hissed.

Peter ignored her rudeness and asked politely, "Liz, can we talk for a minute?"

By the time the lunch bell rang, the Latina shut her locker and walked out on him. Peter sensed the anger in her silence and her strides. He followed her to the cafeteria to try and offer an explanation. She simply kept on walking with her friends. "We have nothing to talk about."

Peter sighed momentarily as they continued walking. "Look, I'm sorry about what happened back then."

She spun back and snapped her right palm towards him. Ignoring his precognitive warning, Peter felt the sting of her hand through his left cheek. His body did not move an inch after the slap, but the impact hurt him slightly. All the students that were within proximity gasped at the suddenness of her action.

"You hurt me, Petey. You really hurt me with what you did," she said in a broken voice.

"I didn't mean to end things the way I did."

"Of course you did! Who do you care about more, Petey? Is it her or me?"

"Liz…"

"You don't even know what you feel, do you?" she said, droplets forming on the edge of her eyes.

"Liz… Please, just wait," he said, extending an arm to reach out to her. Peter tried to hold his ex-girlfriend close and put her pains at rest. Before he could comfort her in his arms, Liz kept herself out of reach. He noticed the tears streaming from her eyes when she gave him one of the coldest stares he saw. What followed after were words that he would never forget.

"Just, just stay away, Petey. Stay away from me."

Sally rushed toward Liz's aid and placed an arm around to comfort her friend, while simultaneously turning back and shouting out: "Nice going, nerd! Just do as she says and back off!"

He said nothing, instead clenching his fists before he loosened them. The last thing he wanted to hear was another one of Avril's cynical remarks towards him. His heart broken, Peter proceeded towards the cafeteria so he could join Harry and Gwen.

_I _do_ know what I what I feel, Liz. I feel like a complete idiot_.

Spencer Smythe considered himself a genious inventor, enough to rival the likes of Stark Enterprises CEO Anthony Stark and ex-S.H.I.E.L.D. scientist Bolivar Trask. Tall and thin with greying hair, what he lacked in strength he made up for in terms of sheer intellect. He contributed much in the area of robotics where was responsible for developing circuitry and AI improvements that allowed robots to perform dubious tasks with greater efficiency. Under the auspices of Stark's rival Hammer Industries, Specer achieved recognition and fame within the robotics field.

His arrogance of his own belief in his superiority led to his downfall. Since then he struggled to find another job within the robotics industry, until the elderly Smythe was commissioned by an unknown party to create a robot that would be capable of carrying a wide variety of armaments and taking on infantry. His contacts gave him a considerable sum of money in order to manufacture the first of a series of robots to take on the likes of New York City's local superhero: Spider-Man. Smythe's employers also gave him a secondary task: to enable the robot to capture an alien substance of unknown origin and deliver it to them intact. These two objectives culminated in the creation of an eight-legged mechanical arachnid called the 'Black Widow'.

The Black Widow possessed built-in launchers that fired cluster rockets capable of devestating several city blocks. It also had the ability to scale walls like its namesake, making it versatile in different ground environments. Thermal sensors combined with advanced AI allowed it to operate within its established parameters and seek its target until it is destroyed or the robot is re-tasked with another objective.

His son Alistair possessed enough knowledge that would allow him to take the reins of his father's work. As he remained within the seat of his wheelchair, he positioned alongside himself next to his father where they studied in admiration of one of their greatest creations. Though incapable of using his legs, the younger Smythe valued his intelligence as his greatest asset. And with the help of his father, he will eventually regain the ability to walk again.

Mechanical arms whirred and hovered around the Black Widow as Spencer made final adjustments through the underbelly of the machine. A section of wiring and cables were exposed before he reconnected the plate that protected that portion of the body. Spencer laughed in triumph as he studied his creation up close in its entirety.

"At last, it is complete! Take a good look, son. This is another fine addition to our many achievements."

Alistair nodded in agreement. "They paid us well."

"Yes, and soon we will have more customers flocking to us."

Just as he finished making the final adjustments, the garage door opened where lights illuminated the space from outside. A lone man covered in shadow stepped forth where he was gradually revealed with each step. He wore a blue tweed jacket and pants marked by black stripes, with slick black hair and an attitude to match. Those who knew him epitomized the 'classic' gangster of the early 1900s. His odd-looking head earned him the nickname Hammerhead; a name respected and feared throughout the criminal underworld.

"Mr. Hammerhead, a pleasure to see you again," Spencer greeted coolly.

"Made any progress, Mr. Smythe?"

The elderly man nodded to his client. "You'll be happy to know that the prototype is set and ready to go."

"Good, at least things are going according to schedule," the former thug said with a thick accent. "I invested quite a bit of cash into this thing..."

_So did my other employers_, Spencer thought to himself. Though he considered Tombstone's former right hand to be boorish, the gangster provided the much-needed funds necessary to continue on with his research.

"And I would hate to see it go to waste if it doesn't work as expected," the gangster finished.

"You'll get your money's worth once the Black Widow goes into action."

Hammerhead walked past his business partner with his hands locked behind his back. "See to it that it stays that way. There's too much at stake for the spider to ruin our plans."

Spencer grewed tempted to growl at his client's insistance to make sure everything goes right, but instead maintained a calm composure. "I don't like being threatened, Mr. Hammerhead."

"Just keeping things real, Mr. Smythe."

"What about the money?"

"It's taken cared of. As agreed you'll get half since you finished building your robot, the rest you get after the job's done," the stocky man said. He fished out his cell phone and dialed a number before handing it to Spencer. The scientist kept his ears open and listened carefully as a female voice sounded off the numbers regarding his bank account. What was a thin line on his lips shifted into a sinister smile, leading the elderly man to snap the cellular shut before handing it back to his employer.

"Now that you're satisfied, I'm heading off to take care of some other business. I'll be keeping in touch," Hammerhead declared.

Spencer nodded in delight as Tombstone's former right hand left the garage. While the gangster also employed his services to eliminate Spider-Man, the scientist's true allegiance with HYDRA ensured that he would have a long-term standing through the different terrorist organizations in the world. And he intended to gain the recognition he deserves through eliminating the wall crawler first and capturing the alien which the group intends to keep for its own ends.

_Yes, it'll be quite a show_, he thought to himself.


	4. Chapter 3

**Author's Note: So far so good. Thank you all for reading, and here lies the next chapter of the first episode. It'll be short but serve as tension building for the rest of the chappies to follow. **

**Chapter 3 – Secrets **

Captain George Stacy engaged himself in finishing up on reading reports of increased criminal activity over the past few days. He already knew that Tombstone was being closely monitored by the major federal agencies; specifically Homeland Security, the NSA and the FBI. Due to his exposure during the fight at the opera house, L. Thompson Lincoln painted himself as a major target of the U.S. government. His criminal activities rendered him inert, since the government seized much of the finances that funded his criminal empire.

What bothered the captain were the recent trends in the reports. Cases of high-tech circuitry stolen from various military research firms. In the past few months technological thefts were happened on only a few occasions, since villains like Dr. Octopus and the Vulture were always interested in gaining whatever edge they could get to take New York City by force or put an end to its local hero: Spider-Man. He couldn't put his thumb on who exactly were behind the thefts unless he could uncover more evidence.

"Evening, Captain Stacy," a young voice called.

Stacy turned to find the vigilante in his usual red/blue attire perched on the office window. "Spider-Man, what brings you here?"

"I was hoping we could get a chance to talk in person about something. I need your input on something important."

"How can I help?" the captain asked with sincerity.

"What do you know about a group called S.H.I.E.L.D.?"

George clasped his hands against his desk and invited the web slinger to enter. The captain stood on both feet and stepped to the front door. He peeked through the blinds to make sure no one was watching and flipped them shut. His attention turned back to his young ally, whom he was thankful for saving his daughter on more than one occasion. A furtive glance gave the web slinger an indication of the nature of the organization's status. "I don't even know if I should even be telling you this."

"So they're really that secretive, huh?" Spider-Man said.

Stacy rubbed his temples and exhaled a heavy sigh. "Yeah. They're a clandestine group with a _lot_ of government funding. I only happen to know them through my contacts at Homeland Security."

"Wow, never thought that a group like that existed."

"Now you know," Stacy said. The captain paused for a moment, considering what he should tell the wall crawler next. "Are you familiar with mutants?"

"Well, I remember reading research papers about them," the young man answered truthfully. The captain wondered what expression the boy hid behind that mask. He suspected it was one of curiosity and opted to enlighten him on the subject.

"There were a group of them that helped saved the world during what was called the Apocalypse event."

"The Apocalypse event?" Spider-Man said confused. George figured that the red-blue clad hero haven't kept up well on world events in the past year.

"Yes. S.H.I.E.L.D. was the organization that coordinated the operations in the defense of countries worldwide with these individuals against some form of invasion by a superbeing known as Apocalypse. To make a long story short, these mutants were successful in their endeavor, which led to Colonel Fury's promotion as director of the agency. While S.H.I.E.L.D.'s primary mission revolves around counterterrorism, I've also heard reports that they've been engaging in illegal missions akin to the CIA. Whether it can be confirmed or denied remains to be seen.

Spider-Man's eye slits narrowed. Suspicious by nature, the wall crawler suspected Fury to have an ulterior motive in the capture of the Venom symbiote.

"If you don't mind, may I ask what this is all about?"

"Have you ever heard of an organization called HYDRA?"

The name caused George to arch an eyebrow. They never reached the major news networks or publishers, but he heard the rumors about them through his friends within the FBI. Such connections made it necessary in order to keep the citizens under his watch safe.

"A terrorist organization. Other than that, not much else came my way. Usually information like that goes to the commissioner. Why?"

"Well, Fury came to me asking for help in finding the Venom symbiote because HYDRA's looking for it."

George remained in his seat. "I'm pretty sure I didn't hear what I just heard."

"You did, and I'm going to need your help, because I don't know how ugly this situation's going to get. With Venom still on the loose, there's no telling who it could take control of next. If HYDRA's looking for this thing, they're most likely going to get help from someone inside the city."

Stacy didn't even hesitate to provide an answer. "Alright, I'll contact police units within the other precincts and have them on standby."

"Thanks, Captain," Spider-Man said, and waved George a quick farewell before he swung his way into the night.


End file.
